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Document and Entity Information

v2.4.0.8
Document and Entity Information
3 Months Ended
Mar. 31, 2014
May 08, 2014
Document And Entity Information    
Entity Registrant Name eWELLNESS HEALTHCARE Corp  
Entity Central Index Key 0001550020  
Document Type 10-Q  
Document Period End Date Mar. 31, 2014  
Amendment Flag true  
Amendment Description

Explanatory Note: This Amendment No. 2 on Form 10-Q (this “Amendment”) amends our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on May 15, 2014 (the “Original Filing”), as amended on August 6, 2014 (the “Amendment,” together with the Original Filing, the “Form 10-Q”). The Company is filing this Amendment in response to comments received from the Staff of the SEC solely to amend:

 

1) Part I - Item 1, “Financial Statements” to include a discussion of the potential impacts of a Rule 419 violation in Note 8, Subsequent Events;
   
2) Part I - Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations“ to include a discussion of the potential Rule 419 violation;
   
3) Part I - Item 4 “Controls and Procedures” to include a discussion of a material weakness identified subsequent to the Original Filing, the actions taken to remediate such material weakness; and,
   
4) Part II - Item 6 “Exhibits” to indicate that the new certifications by the Company’s principal executive and principal financial officer, as required by Rule 12b-15, are filed as exhibits to this Amendment.

 
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   15,603,000
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2014  

Condensed Balance Sheets (Unaudited)

v2.4.0.8
Condensed Balance Sheets (Unaudited) (USD $)
Mar. 31, 2014
Dec. 31, 2013
CURRENT ASSETS    
Cash $ 2,100 $ 100
Restricted Cash 80,783 62,761
TOTAL CURRENT ASSETS 82,883 62,861
TOTAL ASSETS 82,883 62,861
CURRENT LIABILITIES    
Accounts Payable- Related Party 46,091 40,893
Accounts Payable 8,208 3,389
TOTAL CURRENT LIABILITIES 54,299 44,282
Common shares subject to possible redemption: 897,000 and 678,500 shares, respectively (at redemption value) 81,680 65,290
STOCKHOLDERS' DEFICIT    
Preferred stock, authorized, 10,000,000 shares, $.001 par value, 0 shares issued and outstanding      
Common stock, authorized, 100,000,000 shares, $.001 par value, 10,000,000 shares and 10,000,000 shares issued and outstanding, respectively (excludes 897,000 and 678,500 shares subject to possible redemption, respectively) 10,000 10,000
Additional Paid in Capital 11,505 7,038
Accumulated Deficit (during development stage) (74,601) (63,749)
Total Stockholders' Deficit (53,096) (46,711)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 82,883 $ 62,861

Condensed Balance Sheets (Unaudited) (Parenthetical)

v2.4.0.8
Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]    
Common shares subject to possible redemption, shares 897,000 678,500
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 10,000,000 10,000,000
Common stock, shares outstanding 10,000,000 10,000,000

Condensed Statements of Operations (Unaudited)

v2.4.0.8
Condensed Statements of Operations (Unaudited) (USD $)
3 Months Ended 36 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Income Statement [Abstract]      
TOTAL REVENUES         
OPERATING EXPENSES      
General and administrative 2,253 1,927 13,460
Professional Fees 7,764 7,851 57,575
Total Operating Expenses 10,017 9,778 71,035
OTHER INCOME (EXPENSE)      
Interest Income 21 6 53
Interest Expense - Related Party (856)    (3,485)
Interest Expense    (20) (34)
Total Other Income (Expense) (835) (14) (3,466)
Net Loss before Income Taxes (10,852) (9,792) (74,501)
Income Tax Expense    (50) (100)
NET LOSS $ (10,852) $ (9,842) $ (74,601)
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.01) $ (0.01)  
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,849,100 10,055,056  

Condensed Statements of Cash Flows (Unaudited)

v2.4.0.8
Condensed Statements of Cash Flows (Unaudited) (USD $)
3 Months Ended 36 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES      
Net Loss $ (10,852) $ (9,842) $ (74,601)
Adjustments to reconcile from Net Loss to net cash used in operating activities      
Services received to settle subscription receivable       10,000
Imputed Interest - related party 856    3,485
Changes in operating assets and liabilities      
Accounts payable-related party 5,198 7,484 46,091
Accounts payable 4,819 2,364 8,208
Net cash provided by (used in) operating activities 21 6 (6,817)
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from Issuance of Redeemable Common Stock 20,000 (2,356) 89,700
Restricted Cash (18,021) 5,500 (80,783)
Net cash provided by financing activities 1,979 3,144 8,917
NET INCREASE IN CASH 2,000 3,150 2,100
CASH, BEGINNING OF PERIOD 100      
CASH, END OF PERIOD 2,100 3,150 2,100
SUPPLEMENTAL INFORMATION      
Cash paid for income taxes    50 100
Cash paid for interest         
NON-CASH INVESTING AND FINANCING ACTIVITIES      
Allowable funds transferred from redeemable securities to Additional Paid In Capital $ 3,611    $ 8,020

The Company

v2.4.0.8
The Company
3 Months Ended
Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
The Company

Note 1. The Company

 

The Company and Nature of Business

 

eWellness Healthcare Corporation (f/k/a Dignyte, Inc.), (the “Company”, “we”, “us”, “our”) was incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.

 

As disclosed in the Current Report on form 8-K that was filed on April 11, 2014, we entered into a share exchange agreement (the “Initial Exchange Agreement”) pursuant to which we agreed to issue, 9,200,000 shares of our unregistered common stock, $.001 par value (the “common stock”) to the shareholders of eWellness Corporation, a Nevada corporation (“eWellness”). In addition, our former chief executive officer agreed to tender 5,000,000 shares of common stock back to the Company for cancellation and also to assign from his holdings an additional 2,500,000 shares to the shareholders of eWellness Corporation resulting in a total of 11,700,000 shares owned by those shareholders, as well as a further assignment of an additional 2,100,000 shares to other parties as stated therein.

 

The closing of the Initial Exchange Agreement was conditioned upon certain, limited customary representations and warranties, as well as, among other things, our compliance with Rule 419 (“Rule 419) of Regulation C under the Securities Act of 1933, as amended and the consent of our shareholders as required under Rule 419. However, Rule 419 required that the share exchange transaction (the “Share Exchange”) contemplated by the Initial Exchange Agreement occur on or before March 18, 2014. Accordingly, after numerous discussions with management and eWellness, the parties entered into an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statement on Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did on May 1, 2014 and (ii) seek to convert the participants of the Rule 419 transaction into participants of a similarly termed private offering (the “Converted Offering”). We also agreed to change our name to eWellness Healthcare Corporation to more accurately reflect our new business and operations after the Share Exchange, which occurred and was effective as of April 25, 2014.

 

As the parties satisfied all of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, eWellness is now our wholly owned subsidiary and its shareholders own approximately 76.97% of the our issued and outstanding common stock, after giving effect to the cancellation of 5,000,000 shares of our common stock held by Andreas A. McRobbie-Johnson, our former chief executive officer and the further assignment of his shares of common stock as described therein.

 

Prior to the execution and delivery of the Share Exchange Agreement, the board of directors of Dignyte, Inc. approved the Share Exchange and the transactions contemplated thereby. Similarly, the board of directors of eWellness approved the Share Exchange. On April 25, 2014, immediately prior to the execution and delivery of the Share Exchange Agreement, Dignyte amended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellness Healthcare Corporation.”

 

Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing eWellness’s historical businesses and proposed businesses. eWellness is in the initial phase of developing a unique telemedicine platform that offers Distance Monitored Physical Therapy Programs (“DMpt”) to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. Our historical business and operations will continue independently.

 

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, a copy of which is attached to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 6, 2014, and Exhibit 10.1 attached thereto which is incorporated herein by reference.

Summary of Significant Accounting Policies

v2.4.0.8
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2014
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Development Stage

 

The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based and or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

 

Basis of Presentation

 

The interim financial information of the Company as of period ended March 31, 2014 and March 31, 2013 and for the period from inception of development stage April 7, 2011 to March 31, 2014 is unaudited and does not reflect the consolidated business and operations of eWellness Corporation. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.

Going Concern

v2.4.0.8
Going Concern
3 Months Ended
Mar. 31, 2014
Going Concern  
Going Concern

Note 3. Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended March 31, 2014, the Company has no revenues and no operations. As of March 31, 2014, the Company had not emerged from the development stage and has an accumulated loss of $74,601. Subsequent to the period ending March 31, 2014, the Company completed a share exchange with eWellness Corporation and eWellness is now a wholly owned subsidiary of the Company. (See Note 8 below). The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Restricted Cash

v2.4.0.8
Restricted Cash
3 Months Ended
Mar. 31, 2014
Restricted Cash and Investments [Abstract]  
Restricted Cash

Note 4. Restricted Cash

 

Restricted cash is cash not available for immediate use. As of March 31, 2014, the Company had $80,783 in restricted cash equivalents in an escrow account at Evolve Bank & Trust in connection with the sale of our common stock pursuant to the terms set forth in our prospectus dated September 18, 2012. As outlined in the prospectus, the Company will be entitled to utilize up to 10% of the proceeds remaining after underwriting commissions, underwriting expenses and dealer allowances have been met in as much as the minimum offering of 50,000 shares has been reached. Per the prospectus, in the event an acquisition is not consummated within 18 months of the effective date of the prospectus or by March 18, 2014, the deposited funds will be returned on a pro rata basis to all investors. Because an acquisition was in process prior to this deadline, the funds were not returned. As noted in this report (See Note 8 below), the acquisition was completed subsequent to March 31, 2014.

Accounts Payable-Related Party

v2.4.0.8
Accounts Payable-Related Party
3 Months Ended
Mar. 31, 2014
Related Party Transactions [Abstract]  
Accounts Payable-Related Party

Note 5. Accounts Payable-Related Party

 

During the period from inception (April 7, 2011) to March 31, 2014, a related party, a company in which the Secretary-Treasurer and CFO of the Company is also serving as CFO, has paid $52,961 on the behalf of the Company. The amounts outstanding as of March 31, 2014 and December 31, 2013 were $46,091 and $40,893, respectively. During the period ended March 31, 2014, the Company recorded $856 imputed interest on the amount owed to the related party.

Preferred and Common Stock

v2.4.0.8
Preferred and Common Stock
3 Months Ended
Mar. 31, 2014
Equity [Abstract]  
Preferred and Common Stock

Note 6. Preferred and Common Stock

 

Preferred Stock

 

The total number of shares of preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. There have been no preferred shares issued as of March 31, 2014.

 

Common Stock

 

The total number of shares of common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001. At inception on April 7, 2011, the Company issued 10,000,000 shares for the value of $10,000 (received by way of a demand promissory note in the principal amount of ten thousand dollars payable by Mr. McRobbie-Johnson to the Company). This promissory note has been repaid through consulting services performed by Mr. McRobbie-Johnson.

 

During the period ended March 31, 2014, the Company sold 200,000 shares of its common stock for $20,000 pursuant to the offering described in its prospectus dated September 18, 2012. The proceeds from the sale of our common stock are held in an escrow account as discussed in Note 4.

 

As of the period ended March 31, 2014, the Company has 10,000,000 shares of $0.001 par value common stock issued and outstanding.

 

Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The common stock does not have cumulative voting rights.

 

No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Commitments, Contingencies

v2.4.0.8
Commitments, Contingencies
3 Months Ended
Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments, Contingencies

Note 7. Commitments, Contingencies

 

The President and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the President and director of the Company to use at no charge.

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Subsequent Events

v2.4.0.8
Subsequent Events
3 Months Ended
Mar. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

Note 8. Subsequent Events

 

At the beginning of April, the Company sold 103,000 shares of common stock for $10,300. These shares were issued on April 23, 2014.

 

On April 11, 2014, we entered into a share exchange agreement (the “Initial Exchange Agreement”) pursuant to which we agreed to issue 9,200,000 shares of our unregistered common stock, $.001 par value (the “common stock”) to the shareholders of eWellness Corporation, a Nevada corporation (“eWellness”). In addition, our former chief executive officer agreed to tender 5,000,000 shares of common stock back to the Company for cancellation and also to assign from his holdings an additional 2,500,000 shares to the shareholders of eWellness Corporation resulting in a total of 11,700,000 shares owned by those shareholders, as well as a further assignment of an additional 2,100,000 shares to other parties as stated therein.

 

As the parties satisfied all of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, eWellness is now our wholly owned subsidiary and its shareholders own approximately 76.97% of the our issued and outstanding common stock, after giving effect to the cancellation of 5,000,000 shares of our common stock held by Andreas A. McRobbie-Johnson, our former chief executive officer and the further assignment of his shares of common stock as described therein.

 

Prior to the execution and delivery of the Share Exchange Agreement, the board of directors of Dignyte, Inc. approved the Share Exchange and the transactions contemplated thereby. Similarly, the board of directors of eWellness approved the Share Exchange. On April 25, 2014, immediately prior to the execution and delivery of the Share Exchange Agreement, Dignyte amended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellness Healthcare Corporation.”

 

Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing eWellness’s historical businesses and proposed businesses. eWellness is in the initial phase of developing a unique telemedicine platform that offers Distance Monitored Physical Therapy Programs (“DMpt”) to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. Our historical business and operations will continue independently.

 

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, a copy of which is attached to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 6, 2014, and Exhibit 10.1 attached thereto which is incorporated herein by reference.

 

On May 8, 2014, the Company issued 400,000 shares for a consulting services contract and 3,000 for marketing services.

 

On May 1, 2014, we sold 1,000,000 shares of our common stock (the “Converted Offering”) to investors who initially purchased our common stock pursuant to the terms of our prospectus dated September 18, 2012 (the “Prospectus”) at a price of $0.10 per share for a total offering amount of $100,000. The purchase price was paid as follows: $.09 per share in cash from the Rule 419 Trust Account Balance and $0.01 per share which investors previously paid to us in connection with our Rule 419 offering discussed below.

 

We previously offered for sale in a direct public offering 1,000,000 shares of our common stock, pursuant to Rule 419 of the Securities Act (the “419 Transaction”) and filed a Registration Statement on Form S-1 (File No. 333-181440) that was declared effective by the SEC on September 14, 2012 (the “419 Registration Statement”), to which the Prospectus relates. We sold 1,000,000 shares of our common stock (the “Shares”) to investors for total subscription proceeds of $100,000 pursuant to the Registration Statement. We used 10% of the subscription proceeds as permitted under Rule 419 and the amount remaining in trust as of the date of the closing of the Share Exchange was $90,000 (the “Trust Account Balance”).

 

Prior to the Share Exchange, we were considered a “blank check” company and a “shell” company and therefore, needed to fully comply with Rule 419 under the Securities Act. Among other things, Rule 419 requires that we deposit the securities being offered and proceeds of the offering contemplated by the Registration Statement into an escrow or trust account pending the execution of an agreement for an acquisition or merger. In addition, we were required to file a post effective amendment to the Registration Statement containing the same information as found in a Form 10 registration statement, upon the execution of the definitive Share Exchange Agreement. As part of the 419 Transaction, we were also required to file and mail a proxy statement pursuant to Section 14(a) of the Exchange Act, pursuant to which our stockholders needed to vote at a special meeting of stockholders to approve, among other things, the Share Exchange Agreement and the transactions contemplated therein. However, Rule 419 also required that the Share Exchange occur on or before March 14, 2014, but it did not. Accordingly, to accomplish the goals originally contemplated upon entering into the initial Share Exchange Agreement with eWellness, and in light of the good working relationship the parties established, the parties agreed that we would enter into the Amended and Restated Share Exchange Agreement reflecting the following transaction structure: (i) file a registration statement on Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act and (ii) seek to convert the participants of the 419 transaction into participants of a similarly termed private offering (the “Converted Offering”). We filed the Form 8A on May 1, 2014 and received consent from all of the participants of the 419 Transaction to instead participate in the Converted Offering (the “Consent”). As a result, the issuance of the Shares was exempt from registration in reliance upon Regulation D of the 1933 Act; the Shares are classified as permanent equity.

 

The parties also agreed that we would withdraw the Registration Statement and file a new Registration Statement on Form S-1 to register all of the shares of common stock issued in the Converted Offering and all of the shares of common stock underlying the securities issued pursuant to the Private Placement, within 90 days of the closing of the Share Exchange; although more than 90 days have past since we closed the Share Exchange, none of the investors have expressed any concern or issue regarding same.

 

By virtue of their specific instructions in the Consent, to use their portion of the Trust Account Balance to purchase shares in the Converted Offering, we believe we took reasonable steps to inform investors of the situation and provided them with an appropriate opportunity to maintain their investment in the Company, if they so chose, or to have their funds physically returned. However, comments we received from the SEC indicate that Rule 419 requires a physical return of funds if a 419 offering cannot be completed because a business combination was not consummated within the required time frame. Consequently, the SEC may bring an enforcement action or commence litigation against us for failure to strictly comply with Rule 419. Litigation and enforcement actions are inherently unpredictable, the outcome of any potential lawsuit or action is subject to significant uncertainties and, therefore, determining at this time the likelihood of a loss, any SEC enforcement action and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate the range of reasonably possible loss. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption. In addition, after numerous discussions with its counsel and past management, Management believes the Consent received from the participants to convert their escrowed funds into the private offering constituted a constructive return of the funds and therefore, does not believe that a reserve is warranted or appropriate.

 

Prior to the Share Exchange, the Private Co. received some investment interest for notes convertible into shares of the Private Co’s common stock; however, in light of the pending share exchange and corporate restructuring that would result therefrom, the Private Co sought such investor’s consent to instead receive Promissory Notes (as more fully described in “Description of Registrant’s Securities” below), in the same amount as the investor’s original interest, that would automatically convert into the same securities to be issued in the private financing described elsewhere in this Report. After receiving all of such investor’s consent, we issued Promissory Notes in the aggregate principal amount of $130,000.

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2014
Accounting Policies [Abstract]  
Development Stage

Development Stage

 

The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based and or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

Basis of Presentation

Basis of Presentation

 

The interim financial information of the Company as of period ended March 31, 2014 and March 31, 2013 and for the period from inception of development stage April 7, 2011 to March 31, 2014 is unaudited and does not reflect the consolidated business and operations of eWellness Corporation. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.

The Company (Details Narrative)

v2.4.0.8
The Company (Details Narrative) (Subsequent Event [Member], USD $)
0 Months Ended
Apr. 30, 2014
Apr. 11, 2014
Subsequent Event [Member]
   
Unregistered common stock issued   9,200,000
Unregistered common stock issued, par value   $ 0.001
Number of common stock returned to company by the officer   5,000,000
Number of shares assigned to shareholders form the holdings of officer   2,500,000
Number of shares owned by the shareholders, total   11,700,000
Additional number of common shares assigned to other parties   2,100,000
Percentage of issued and outstanding common stock own by shareholders of subsidiary 76.97%  
Cancellation of number of common stock held by Andreas A. McRobbie-Johnson 5,000,000  

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Going Concern    
Accumulated deficit during development stage $ 74,601 $ 63,749

Restricted Cash (Details Narrative)

v2.4.0.8
Restricted Cash (Details Narrative) (USD $)
3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Restricted Cash and Investments [Abstract]    
Restricted Cash $ 80,783 $ 62,761
Maximum percentage of remaining proceeds that the company can utilize 10.00%  
Number of minimum shares offered for underwriting expenses and dealer allowances 50,000  

Accounts Payable-Related Party (Details Narrative)

v2.4.0.8
Accounts Payable-Related Party (Details Narrative) (USD $)
3 Months Ended 36 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Dec. 31, 2013
Accounts Payable-Related Party $ 46,091   $ 46,091 $ 40,893
Imputed Interest - related party 856    3,485  
Chief Financial Officer [Member]
       
Amount paid by related parties $ 52,961   $ 52,961  

Preferred and Common Stock (Details Narrative)

v2.4.0.8
Preferred and Common Stock (Details Narrative) (USD $)
0 Months Ended 3 Months Ended
Apr. 07, 2011
Mar. 31, 2014
Dec. 31, 2013
Equity [Abstract]      
Preferred stock, shares authorized   10,000,000 10,000,000
Preferred stock, par value   $ 0.001 $ 0.001
Common stock, shares authorized   100,000,000 100,000,000
Common stock, par value   $ 0.001 $ 0.001
Stock issued during the period, shares 10,000,000 200,000  
Stock issued during the period, value $ 10,000 $ 20,000  
Common stock, shares issued   10,000,000 10,000,000
Common stock, shares outstanding   10,000,000 10,000,000

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $)
0 Months Ended 0 Months Ended
Apr. 30, 2014
Apr. 23, 2014
Apr. 11, 2014
May 01, 2014
Promissory Notes [Member]
May 01, 2014
Converted Offering [Member]
May 01, 2014
Direct Public Offering [Member]
May 08, 2014
Consulting Services [Member]
May 08, 2014
Marketing Services [Member]
Common stock issued during period, shares   103,000     1,000,000 1,000,000    
Common stock issued during period   $ 10,300     $ 100,000 $ 100,000    
Unregistered common stock issued     9,200,000          
Unregistered common stock issued, par value     $ 0.001          
Number of common stock returned to company by the officer     5,000,000          
Number of shares assigned to shareholders form the holdings of officer     2,500,000          
Number of shares owned by the shareholders, total     11,700,000          
Additional number of common shares assigned to other parties     2,100,000          
Percentage of issued and outstanding common stock own by shareholders of subsidiary 76.97%              
Cancellation of number of common stock held by Andreas A. McRobbie-Johnson 5,000,000              
Stock issued for services             400,000 3,000
Share price per share         $ 0.10      
Purchase price paid per share         $ 0.09      
Share price per share which investors previously paid         $ 0.01      
Percentage of subscription proceeds           10.00%    
Trust account balance           90,000    
Promissory notes, aggregate principal amount       $ 130,000